xmlns:atom="http://www.w3.org/2005/Atom" xmlns:atom="http://www.w3.org/2005/Atom"

SCHEDULE 3U.K.MODEL ARTICLES FOR PUBLIC COMPANIES

PART 2U.K.DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIESU.K.

Directors’ general authorityU.K.

3.  Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Commencement Information

I1Sch. 3 art. 3 in force at 1.10.2009, see reg. 1

Members’ reserve powerU.K.

4.—(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Commencement Information

I2Sch. 3 art. 4 in force at 1.10.2009, see reg. 1

Directors may delegateU.K.

5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

(a)to such person or committee;

(b)by such means (including by power of attorney);

(c)to such an extent;

(d)in relation to such matters or territories; and

(e)on such terms and conditions;

as they think fit.

(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Commencement Information

I3Sch. 3 art. 5 in force at 1.10.2009, see reg. 1

CommitteesU.K.

6.—(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

Commencement Information

I4Sch. 3 art. 6 in force at 1.10.2009, see reg. 1